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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sturm, Ruger & Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-0633559
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
Lacey Place
Southport, Connecticut 06490
(Address of principal executive offices)
Sturm, Ruger & Company, Inc.
1998 Stock Incentive Plan
(Full title of the plan)
Erle G. Blanchard Copy to:
Vice President, Controller
Sturm, Ruger & Company, Inc. Jeffrey E. LaGueux, Esq.
Lacey Place Patterson, Belknap, Webb & Tyler LLP
Southport, Connecticut 06490 1133 Avenue of the Americas
(203) 259-7843 New York, New York 10036-6710
(212) 336-2000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share (1) Offering
Price
- ----------------------------------------------------------------------------------------------------------------
Common Stock, 2,000,000 $9.7813 $19,562,600 $5,438.40
$1.00 par value
per share
================================================================================================================
(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) UNDER THE
SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE
COMPANY'S COMMON STOCK AS TRADED ON THE NEW YORK STOCK EXCHANGE ON AUGUST 5,
1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Sturm, Ruger &
Company, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference:
(a) The Company's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1998, filed with the Commission pursuant to Section 13(a) of the
Exchange Act; and
(b) The Company's Quarterly Report on Form 10-Q, for the quarter ended
March 31, 1999, filed with the Commission pursuant to Section 13(a) of the
Exchange Act; and
(c) The Company's Quarterly Report on Form 10-Q, for the quarter ended
June 30, 1999, filed with the Commission pursuant to Section 13(a) of the
Exchange Act; and
(d) The description of the Company's Common Stock, $1.00 par value (the
"Common Stock"), set forth in the Company's Registration Statement on Form 8-A
filed with the Commission on May 25, 1990, pursuant to Section 12(b) of the
Exchange Act.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
by the Company of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed by this reference to be incorporated in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The shares of the Company's Common Stock registered hereby are included
in a class of securities registered under Section 12 of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The registrant has
provided for indemnification to the maximum extent permitted by the provisions
of the Delaware General Corporation Law in its charter and by-laws. The
registrant also maintains directors' and officers' liability insurance (subject
to certain exclusions and limitations) against certain liabilities, including
certain liabilities under the Securities Act of 1933. See Item 9,
"Undertakings."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBIT INDEX.
Exhibit No. Description
4.3 Sturm, Ruger & Company, Inc. 1998 Stock Incentive Plan
5 Opinion of Patterson, Belknap, Webb & Tyler LLP regarding the
legality of the Company's Common Stock registered hereby
23.1 Consent of Patterson, Belknap, Webb & Tyler LLP (included in
Exhibit 5)
23.2 Consent of Ernst & Young LLP
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company have been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the
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question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fairfield, State of Connecticut on this 6th day
of August, 1999.
STURM, RUGER & COMPANY, INC.
By: /s/___________________________
Erle G. Blanchard
Vice President, Controller
(Principal Financial and Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/________________ Chairman, Chief Executive Officer, August 6, 1999
William B. Ruger Treasurer, Director
(Principal Executive Officer)
/s/________________ Vice President, Controller August 6, 1999
Erle G. Blanchard (Principal Financial and Accounting
Officer)
/s/________________ Vice Chairman, Senior Executive August 6, 1999
William B. Ruger, Jr. Officer, President, Chief Operating
Officer, Director
/s/________________ Director August 6, 1999
John M. Kingsley, Jr.
/s/________________ Director August 6, 1999
Stanley B. Terhune
/s/________________ Director August 6, 1999
Richard T. Cunniff
/s/________________ Director August 6, 1999
Townsend Hornor
/s/________________ Director August 6, 1999
Paul X. Kelley
/s/________________ Director August 6, 1999
James E. Service
/s/________________ Vice President, General Counsel, August 6, 1999
Stephen L. Sanetti Director
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